AGM explained: this guide covers what AGM means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
What Is AGM and Why Is It Mandatory?
The Annual General Meeting (AGM) is the most important shareholders' meeting of any company — it is where the Board of Directors presents the company's annual performance to its shareholders, seeks their approval for key decisions, and is held accountable for the management of the company. Under Section 96 of the Companies Act, 2013, every company must hold an AGM every year — failure to do so attracts severe penalties on both the company and its officers.
The AGM is not just a legal formality — it is the shareholders' primary mechanism for exercising oversight over the Board. At the AGM, shareholders adopt financial statements, appoint/reappoint auditors, declare dividends, elect directors, and can raise any matter of concern through the general discussion.
When Must AGM Be Held? — Section 96 Timelines
First AGM
The first AGM must be held within 9 months from the date of closing of the first financial year. For a company incorporated on July 15, 2025 (FY ending March 31, 2026): first AGM must be held by December 31, 2026 (9 months from March 31). However, if the company is incorporated after September 30 in any year, the first AGM can be held within 18 months from incorporation (and the company need not hold AGM in the year of incorporation if the FY is less than 12 months).
Subsequent AGMs
Every subsequent AGM must be held within 6 months from the date of closing of the financial year. For a March 31 FY company: AGM must be held by September 30 every year. Additionally, the gap between two consecutive AGMs must not exceed 15 months. If the previous AGM was held on August 20, 2025: the next AGM must be held by November 20, 2026 (15 months) OR September 30, 2026 (6 months from FY close) — whichever is EARLIER.
Extension
The Registrar may, for special reasons, grant extension of time for holding AGM (other than the first AGM) by a period not exceeding 3 months. Application for extension must be filed in ADJ form before the due date. Extension is granted only for genuine reasons — COVID-related extensions were common during 2020-2021.
AGM Notice — Section 101
Minimum notice period: 21 clear days before the AGM. 'Clear days' means: the day of sending notice and the day of meeting are both excluded. So for an AGM on September 30: notice must be sent on or before September 8 (21 + 1 day of sending).
Shorter notice: AGM can be held on shorter notice (less than 21 days) if consent is given by at least 95% of members entitled to vote. This is rarely used — regulators view shorter notice unfavorably.
Contents of notice:
(a) Day, date, time, and place of meeting (or VC/OAVM details if virtual)
(b) Business to be transacted — with agenda items numbered
(c) For special business: explanatory statement under Section 102 for EACH item of special business — explaining material facts, nature of concern/interest of director, and information necessary for members to understand and vote
(d) Route map of venue (if physical meeting) or instructions for joining (if VC/OAVM)
(e) Proxy form — every notice must be accompanied by a proxy form (members can appoint a proxy to attend and vote on their behalf)
Business at AGM — Ordinary vs Special
Ordinary Business (Section 102(2))
Four items are considered ordinary business at AGM — no explanatory statement required:
(a) Adoption of financial statements, Board Report, and Auditor's Report
(b) Declaration of dividend
(c) Appointment of directors in place of those retiring by rotation
(d) Appointment of auditor and fixing their remuneration
Special Business
Any business OTHER than the four ordinary business items is special business — requires explanatory statement under Section 102. Common special business items at AGM:
(a) Appointment/re-appointment of independent directors
(b) Approval of related party transactions (Section 188)
(c) Approval of remuneration of MD/WTD/Manager
(d) Increase in authorized capital
(e) Approval of private placement
(f) Ratification of auditor appointment (required in certain years)
(g) Approval of CSR policy and expenditure
Quorum — Section 103
The meeting is valid only if quorum is present at the time of commencement:
| Members | Quorum |
|---|---|
| Up to 1,000 | 5 members personally present |
| 1,001 to 5,000 | 15 members |
| More than 5,000 | 30 members |
For private companies: quorum is 2 members personally present (Section 103(1)(b)). If quorum is not present within 30 minutes: the meeting is adjourned to the same day, same time, same place next week (or as the Board decides). At adjourned meeting: the members actually present constitute the quorum (even if only 2 for private company).
Conducting AGM Through Video Conferencing
Since the Companies (Amendment) Act, 2020 and MCA circulars during COVID-19, AGM through VC/OAVM (Other Audio-Visual Means) has been permitted. For private companies: AGM through VC/OAVM is freely allowed. Notice must contain: (a) VC platform details (Zoom, Teams, WebEx), (b) login credentials, (c) procedure for remote e-voting, (d) helpdesk contact. Members attending through VC are counted for quorum. Voting through VC: show of hands not possible; electronic voting or poll.
Penalty for Non-Holding of AGM
Section 99: If AGM is not held within the prescribed time:
(a) Company: penalty of Rs. 1 lakh, and Rs. 5,000 for every day of default after the first (continuing penalty)
(b) Every officer in default (directors, CS): penalty of Rs. 1 lakh, and Rs. 5,000 per day of continuing default
Additionally, any member can apply to the NCLT under Section 97 to call or direct the AGM to be held. NCLT can fix the time, date, and manner of the AGM and can order that even ONE member present constitutes quorum.
Post-AGM Filings
After the AGM, the following must be filed with ROC:
(a) AOC-4: Financial statements — within 30 days of AGM
(b) MGT-7/7A: Annual return — within 60 days of AGM
(c) ADT-1: Auditor appointment/reappointment intimation — within 15 days of AGM
(d) MGT-14: If any special resolution was passed at AGM — within 30 days
(e) MGT-15: Report on AGM by CS (for listed companies only)
Minutes: Minutes of AGM must be prepared and signed by the Chairperson within 30 days. Maintained in the minutes book at the registered office. Members can inspect minutes and obtain copies on request.